Liability to the Company and Other Members. No Member (or any of its Affiliates), or any direct or indirect partner, member, shareholder, employee, director, officer or agent of such Member or any of its Affiliates (each, an “Indemnified Person”) shall be liable, responsible or accountable in damages or otherwise to the Company or to any of the other Members, their successors or assigns except (i) in connection with any breach of this Agreement by such Member or (ii) by reason of acts or omissions related to the Company which are found by a court of competent jurisdiction upon entry of a final and non-appealable judgment to be the result of such Indemnified Person’s fraud, gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Operating Agreement (El Pollo Loco Holdings, Inc.), Operating Agreement (EPL Intermediate, Inc.), Operating Agreement (EPL Intermediate, Inc.)
Liability to the Company and Other Members. No Member (or any of its Affiliates), or any direct or indirect partner, member, shareholder, employee, director, officer or agent of such Member or any of its Affiliates (each, an “Indemnified Person”) shall be liable, responsible or accountable in damages or otherwise to the Company or to any of the other Members, their successors or assigns except (i) in connection with any breach of this Agreement by such a Member or (ii) by reason of acts or omissions related to the Company which are found by a court of competent jurisdiction upon entry of a final and non-appealable judgment to be the result of such Indemnified Person’s fraud, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Limited Liability Agreement, Limited Liability (EPL Intermediate, Inc.)
